This Subscription Agreement (this “Agreement”), effective as of the date that you click to accept it, or the date that you use the Platform  (the “Effective Date”), is by and between UBIHOM, a OHIO LLC company located at 7750 Quaker Ct, West Chester Ohio, 45069 (“UBIHOM”), and you as a customer or user of the UBIHOM software platform (“Customer”). UBIHOM and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

The Parties agree as follows:

1.                Definitions.

(a)              “Aggregated Statistics” means data and information related to Customer’s use of the Platform or Subscription Services that is used by UBIHOM in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform or Subscription Services.

(b)           “Platform” means the ezdiyremodel.com home design and remodeling software, and UBIHOM rehoming items platform, including any related software applications, mobile applications, or websites, including the website at www.ezdiyremodel.com, and www.ubihom.com, and including any content, functionality, and services, including any Subscription Services, offered on or through www.ubihom.com or any other part of the Platform.

(c)              “UBIHOM IP” means the Platform and Subscription Services, and any and all intellectual property provided to Customer in connection with the foregoing.

(d)              “Subscription Fees” means the fees that are presented to Customer during their configuration of Subscription Services for their User Account.

(e)              “Subscription Services” means the non-standard, premium services selected and configured by Customer in their User Account.

(f)               “Subscription Term” means the period of time presented to Customer during their configuration of Subscription Services for their User Account, during which the Subscription Services will be available to Customer, subject to the terms and restrictions of this Agreement.

(g)               “Third-Party Products” means any third-party product provided with, referred to, or incorporated into the Platform.

(h)              “User Account” means the account settings selected and configured by Customer, including settings that determine the features of the Platform that are available to the Customer and any Subscription Fees associated therewith.

2.                Access and Use.

(a)              Provision of Access to Platform. Subject to and conditioned on Customer’s payment of Subscription Fees and compliance with all other terms and conditions of this Agreement, UBIHOM hereby grants Customer a non-exclusive, non-transferable right to access and use the Platform during the Term, in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use.

(b)              Provision of Access to Subscription Services. Subject to and conditioned on Customer’s payment of Subscription Fees and compliance with all other terms and conditions of this Agreement, UBIHOM hereby grants Customer a non-exclusive, non-transferable right to access and use the Subscription Services during the corresponding Subscription Term, in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use.

(c)              Use Restrictions. Customer shall not use the Platform for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Platform in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) remove any proprietary notices from the Platform; or (v) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(d)              Reservation of Rights. UBIHOM reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the UBIHOM IP.

(e)              Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, UBIHOM may monitor Customer’s use of the Platform and collect and compile Aggregated Statistics. As between UBIHOM and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by UBIHOM. Customer agrees that UBIHOM may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

3.                Customer Responsibilities.

(a)              General. Customer is responsible and liable for all uses of the Platform resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.

(b)              Third-Party Products. UBIHOM may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.

4.                Subscription Fees and Payment.

(a)              Subscription Fees. Customer shall pay UBIHOM the Subscription Fees as configured in the User Account. Subscription Fees shall be paid using the payment details that Customer configures in their User Account.  Where Customer’s User Account is configured to automatically renew Subscription Services, Customer hereby gives UBIHOM permission to use Customer’s configured payment details to charge such additional Subscription Fees associated with a renewal upon expiration of the then current Subscription Term.  In the event that Customer accrues but does not pay any Subscription Fees, UBIHOM may suspend Customer’s access to any portion or all of the Subscription Services or Platform until such amounts are paid in full.

(b)              Taxes. All Subscription Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on UBIHOM’s income.

5.                Intellectual Property Ownership; Feedback.

(a)             UBIHOM IP. Customer acknowledges that, as between Customer and UBIHOM, UBIHOM owns all right, title, and interest, including all intellectual property rights, in and to the UBIHOM IP and, with respect to Third-Party Products, the applicable third-party companies own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

(b)              Feedback. If Customer transmits any communications or materials to UBIHOM by mail, email, telephone, or otherwise, suggesting or recommending changes to the UBIHOM IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), UBIHOM is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to UBIHOM on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and UBIHOM is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although UBIHOM is not required to use any Feedback.

6.                Warranty Disclaimer. THE UBIHOM IP IS PROVIDED “AS IS” AND UBIHOM HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. UBIHOM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. UBIHOM MAKES NO WARRANTY OF ANY KIND THAT THE UBIHOM IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

7.                Limitations of Liability. IN NO EVENT WILL UBIHOM BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER UBIHOM WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL UBIHOM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO UBIHOM UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.                Term and Termination.

(a)              Term. The term of this Agreement begins on the Effective Date and continues in effect until terminated as set forth in Section 8(b) (the “Term”).

(b)              Termination. In addition to any other express termination right set forth in this Agreement, either Party may terminate this Agreement for convenience upon written notice to the other Party.

(c)              Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the UBIHOM.  No expiration or termination for convenience by Customer will affect Customer’s obligation to pay all Subscription Fees that may have become due before such expiration or termination or entitle Customer to any refund of Subscription Fees already paid.  In the event of a termination for convenience by UBIHOM, any Subscription Fees paid but not yet earned shall be refunded to Customer.

(d)              Survival. This Section 8(d) and Sections 1, 4, 5, 6, 7, and 9 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

9.                Miscellaneous.

(a)              Entire Agreement. This Agreement, together with the Platform terms of use located at https://www.ubihom.com/terms-of-service (the “Terms of Use”) and privacy policy located at https://www.ubihom.com/privacy-policy (the “Privacy Policy”), each of which are incorporated by reference herein, constitute the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and the Terms of Use or Privacy Policy, the following order of precedence governs: (i) first, this Agreement; (ii) second, the Terms of Use; and (iii) third, the Privacy Policy.

(b)              Force Majeure. In no event shall UBIHOM be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond UBIHOM’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(c)              Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(d)              Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(e)              Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the city of Cincinnati and County of Hamilton, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(f)               Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of UBIHOM. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.